Terms and Conditions

AGREEMENT TO TERMS
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These Terms of Service guide the use of the Earned Wage Access(EWA) programme on Pade HCM, the software. You should carefully read these terms and agree by clicking the ACCEPT button below.  This agreement shall be an addendum to the Software License Agreement.

these terms represent an agreement between

PADE HCM, a private limited liability company registered under the laws of the Federal Republic of Nigeria and having its office at 13 ore Close, Surulere, Lagos State, Nigeria (hereinafter referred to as “Pade HCM” which expression shall where the context so admits, include its successors-in-title, assigns and affiliates) of the second part.
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And
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"The Client”, “You”, “Your Company”, “the Employer” which expression shall, where the context admits include its successors-in-title and assigns of the first part;

For the purposes of this Agreement and any alteration/modification hereto, The Client and Pade HCM shall, wherever the context requires, be referred to as individually as a “Party” or collectively as the “Parties”.

Whereas:

A.          Pade HCM is a software company that produces an eponymous software management software

B.           Pade HCM has launched the Earned Wage Access(EWA) programme which enables employees and staff of the Client to access a portion of their salaries and earnings before payday.

C.          the Client is desirous to have access to the EWA for its staff and the Parties have hereby agreed that their agreement would be guided by this contract.

In consideration of the mutual premises and promises contained herein, the Parties Hereby Agree as follows: -


1.           Definitions and interpretations

1.1        Definitions
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Unless the context otherwise requires or admits, in this Agreement, the following expressions shall, have the meanings ascribed to them below unless the context clearly indicates the contrary:

“Agreement” means this Agreement together with all annexures and schedules, and any amendments, additions, modifications as mutually agreed in writing between the Parties from time to time.

“Applicable Law” means any law that is applicable to the Parties in a particular context and includes both Federal and State legislations as may be amended from time to time, judicial and quasi-judicial rulings, and delegated legislation such as regulations, rules, guidelines, and notifications as may be issued by governmental authorities.

“Business Day” means a day other than Saturday, Sunday or Public Holiday declared by the Federal Government of Nigeria, on which banks are open for business in Nigeria;

“Dashboard” means a website page or digital portal created by Pade HCM and accessible to The Client.
         
“Data Subject” means a natural person who can be identified directly or indirectly by reference to the Personal Data collected by the Parties;

“Data Protection Law” means all data protection laws and regulations applicable to a Party's processing of Personal Data under the Agreement, including the Nigeria Data Protection Regulation 2019 (NDPR) or any modification or amendment thereof;

“Employee” means persons working for the Client under this agreement.

“Force Majeure” means the occurrence of an extraordinary event or circumstance beyond the control of a Party and which limits the ability of that Party to perform any of its obligations, including but not limited to wars, strikes, riots, lock-outs, fire, explosions, sabotage, civil commotion, acts of terrorism, faults or deficiencies originating from third-party service providers, fault or error of the Platform beyond the control of The Client, crimes, legislative enactments or government policies or events described as an act of God (such as, flooding, earthquake, volcanic eruption, epidemic, pandemic, storm, lightning etc.).            “A month” means an approximate period of 30 days or 4 weeks.

“Pay day” means the day which the salary of the employee shall be due for payment by the           employer.

“Service(s)” means the Earned Wage Access services.

“Withdrawal Fee” means the applicable fee to be paid to Pade HCM for every withdrawal by an employee through the Earned Wage Access(EWA).

1.2        Interpretation
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a.  Reference to recitals, schedules, pages, and clauses are references to recitals, schedules, pages and clauses of this Agreement.
b.  Clause headings and sub-headings are for convenience only and shall not affect the interpretation of this Agreement.
c.  References to "law" shall include any present or future common law, statute, statutory instrument, regulation, and any other legislative measure binding in Nigeria or in any other jurisdiction in which any relevant person is incorporated or carries on business.

2.           Commencement and Term
2.1        This Agreement shall become effective on the date that the Client clicks the ACCEPT button below (“Effective Date”) and shall remain in force unless terminated in accordance with the provisions of this Agreement.

2.2        The parties agree that this agreement shall be an addendum to the Software licence agreement and at all times shall be deemed as such. And except otherwise expressly agreed here, the terms of the SLA shall also apply.

3.           The agreement
3.1        By accepting these terms, the Client hereby agrees that Pade HCM may pay a salary advance to its employees who make a request via the Pade HCM app. And any such loan requests shall be guided by the terms of this agreement.

4.            Commercial Terms
4.1        The commercial terms of this Agreement, including the term and cost of EWA withdrawal requests shall be as detailed in Schedule 1 of this Agreement.

4.2        All payments payable by the Client to Pade HCM under this Agreement shall be exclusive of Value Added Tax (VAT) and subject to applicable taxes.

4.3        The advances taken by employees of the Client shall be settled in the next monthly payment cycle immediately following the exercise by the employee of the EWA.

4.4        Unless otherwise agreed by the Parties in writing, payments by Pade HCM under this Agreement shall be deemed loans to the Client and reimbursements shall be made directly from the next payment cycle not more than a month from the date of disbursement.

4.5        Pade HCM may at its sole discretion withhold or withdraw the EWA programme without any liabilities.

4.6        
The Client shall decide the payment structure of the withdrawal charges, if they shall be deducted wholly from the employees and staff, or if it shall be wholly from the Client. Or split between employer and staff. Such decisions shall be communicated on the app or in writing to Pade HCM.


5.           Obligations of the Parties
5.1        Obligations of Pade HCM

Pade HCM shall:

a.  be responsible for providing access to EWA to staff and employees of the Client

b.  ensure prompt settlement of all payments due to staff and employees of the Client under this Agreement.

c.  appoint one or more representatives to liaise with The Client for the purpose of providing any relevant information, access or material required for the Services;

d.  ensure reasonable availability of its representative(s) when resolving Service-related incidents or requests.

e.  give full information and explanations of any matter as may be reasonably required for the effective execution of the Services.


f.    provide any other necessary function required or incidental to its obligations in this Agreement.

5.2        Obligations of The Client

5.2.1    The obligations of The Client under this Agreement shall be to:

a.  Provide relevant information to PadeHCM and carry out all necessary actions to en sure smooth provision oif the Services;

b.  provide appropriate notification to Pade HCM for all changes in its staff and employee data, including but not limited to terminations, redundancies, sabbaticals, leaves-of-absence and disciplinary actions;

c.  implement safeguards to prevent unauthorized access to, use of, the PadeHCM app or any disclosure of data provided by Pade HCM.


5.3        Mutual Obligations of the Parties

a.  Parties agree not to act, or omit to act, in any way likely to injure or cause damage to any person or property or cause the quality of services rendered to be impaired in any manner whatsoever.

b.  Parties agree to observe all Applicable Laws, including the Nigeria Data Protection Regulation, 2019 and comply with any directions made by any competent regulatory authority concerning the fulfilment of their respective obligations in terms of this Agreement.

c.  If at any time during the term of this Agreement, either Party is informed or information comes to its attention that it is in violation of any Applicable Law or Data Protection Law (or if it is so determined by any court of law, tribunal, or other authority), such Party shall immediately take all appropriate steps to remedy such violation and comply with such Applicable Law in all respects.

d.  Each Party shall use reasonable endeavours to ensure the accuracy of any information, or documents that it provides to the other Party under this Agreement and shall promptly correct any error therein of which it is notified.

e.  Each Party shall always display the highest degree of goodwill and act bona fide towards the other Party in all matters relating to the Agreement. Each Party also agrees to diligently and punctually carry out all the duties that such Party is obliged to carry out and perform in terms of this Agreement.

f.    The Parties agree to perform, or procure the performance, of all further things, and execute and deliver (or procure the execution and delivery) of all further documents, as may be required by any Applicable Law or as may be desirable or necessary to implement or give effect to this Agreement and the transactions contemplated therein.

6.           Representations And Warranties
The Parties respectively represent and warrant that:
6.1        they have all the necessary power, approvals, and authority to enter into this Agreement and have in addition obtained all necessary permits, licenses, authorisations, and consents from the necessary regulatory authorities.

6.2        the execution, delivery and performance of this Agreement will not conflict with or breach any other agreement, judgment, injunctions, orders, regulation, or obligation to which they are party to or bound.

7.           Confidentiality
7.1        Communications, Confidential Information or other information, and materials sent to the Client by Pade HCM, whether or not marked 'confidential', shall be kept confidential by the Client as confidential and shall not be disclosed to any other person, except as may be required to be disclosed to its affiliates, employees or advisors on a "Need-to-Know" basis for implementing this Agreement. The confidentiality obligation shall not apply in case the information: (i) was in the Client’s possession prior to receipt from the Pade HCM or is independently developed by the Client without using Pade HCM’s Confidential Information; (ii) was in public domain at the time of receipt from Pade HCM; (iii) subsequently becomes a part of public domain through no fault of the Client or its agents; (iv) is lawfully received by the Client from third party having a right of further disclosure.

7.2        The Client shall not divulge to any third party any Confidential Information arising under this Agreement without the prior written consent of Pade HCM, save where such disclosure is demanded by an order of a law court of competent jurisdiction or a tax authority, or by directive of a government or government authorized agencies or a lawfully constituted commission of inquiry, provided that (to the extent legally permissible) prior to making such disclosures, written notification of the demand received by the Client has been given to Pade HCM with sufficient time allowed for the Pade HCM to take necessary action to prevent such disclosure) and thereafter The Client being compelled to make the disclosure can do so.

7.3        The Client shall limit the circulation (strictly on a need-to-know basis) and disclosure of the Confidential Information to its employees, advisers, officers, representatives or any other third party acting on its behalf regarding the purpose of this Agreement ("Permitted Persons"). The Client shall ensure that each Permitted Person is aware of and complies with the obligations of confidentiality set out in this Agreement; and the Client shall be responsible for any breach of the obligations of confidentiality contained in this Agreement by such Permitted Person.

7.4        The Client acknowledges that Pade HCM is bound by several data protection polices, regulations and laws including the Nigeria Data Protection Regulation 2019, and other data protection policies issued to it by governmental agencies/data sources such as, National Identity Management Commission (“NIMC”), National Information Technology Development Agency (NITDA) amongst others. The Client therefore undertakes that it shall not copy, transfer, assign, gift, reproduce, create an alternate database, sell, or resell, decompile, or replicate the whole or part of Pade HCM’s Confidential Information except as agreed between the Parties in writing.

7.5        The provisions of this Clause shall remain valid and enforceable after the termination of this Agreement.

8.           Data Protection and Processing
8.1        The Parties acknowledge and agree that all Personal Data generated under this Agreement or to which the Client may be exposed, shall be treated with utmost confidentiality.

8.2        The Client hereby warrants, represents, and undertakes that it shall:

a)   take all appropriate technical and organizational security measures to ensure that Personal Data processed is protected against loss, destruction, damage, and against unauthorized access, use, modification, disclosure, or other misuse.

b)   take reasonable steps to identify all reasonably foreseeable internal and external risks posed to any Personal Data under its possession or control and establish and maintain appropriate safeguards against any risks identified. The safeguards shall be updated continually in response to new risks or deficiencies in previously implemented safeguards.

c)    comply with any request made or direction given by Pade HCM in connection with the requirements of any Data Protection and other Laws governing the provision of the Services under this Agreement.

d)   immediately notify the Disclosing Party when it becomes aware of a breach of this clause or when a data breach has occurred. In the event of a data breach, cooperate with the Disclosing Party in ensuring that the breach is rectified as quickly as possible.

e)    ensure that all its systems and operations which it uses to carry out the obligations, including all systems on which the Personal Data supplied by the Disclosing Party is processed, shall always be of a minimum standard required by all Data Protection Laws and be of a standard no less than the standards which are in compliance with the best industry practice for the protection, control and use of Personal Data.

f)     ensure that its employees, officers, agents, partners, and affiliates shall, in respect of any Personal Data provided pursuant to this Agreement comply with the provisions of this clause 12.

8.3        Each Party shall indemnify the other Party from and against all claims, actions, proceedings, costs (including attorneys’ fees), expenses, losses, damages, and liabilities arising out of or in connection to a breach of this clause 12.

9.           Assignment
Neither Party may assign or transfer any right nor interests created under this Agreement or delegate any of their duties arising from this Agreement to any third party without the prior written consent of the other Party, such consent not to be unreasonably withheld.
In the case of a corporate restructuring, acquisition, sale or change of control of either party, the terms of this agreement remain binding on successors-in-title.

10.        Variation, Cancellation And Waiver
10.1     No variation, addition, deletion, waiver, or consensual termination of this Agreement or any part hereof, including this paragraph, is effective unless reduced to writing and signed by or on behalf of Parties, or in the case of a waiver, by the Party so
waiving its right in writing.

10.2     No failure, delay by or omission of any Party in exercising any right, power, privilege, or remedy under this Agreement (whether in full or partially) shall operate to impair such right, power, privilege or remedy or be construed as a waiver of such right, power, privilege, or remedy.

11.        Severance
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement. Parties shall (where possible) jointly replace the void paragraph with another similar but valid term.

12.        Relationship of the Parties
The Parties hereby enter into this Agreement as independent Parties whose contractual relationship will not be construed to create a partnership, joint venture, employment relationship or agency relationship between them and on no account will the acts or representation of one of the Parties to a third party be used to hold the other Party to this Agreement accountable. Each Party agrees that they are fully responsible for their own actions, investments as well as their past and future activities and obligations outside this Agreement.

13.        Non-Circumvention
13.1     Each Party shall not in any manner, directly, or indirectly:
a.  attempt to circumvent the operation of this Agreement to otherwise deprive the other Party of any of the benefits intended under or pursuant to this Agreement; or
b.  exploit or use any advantages derivable from the other Party’s Confidential Information in its own business or affairs.

14.        Notices
14.1     Any notice, approval or request required or permitted to be given or made under this Agreement shall be in writing and in English Language. Such notice, approval or request shall be deemed to be duly given or made when it shall have been delivered by email or on the software dashoard.

14.2     Either Party may, by written notice to the other Party, change any of the addresses at which, or the designated person for whose attention those notices or other communications are to be given. Notice of the change shall be given to the other Party with 3 (three) Business Days of such change.

15.        Force Majeure
15.1     Notwithstanding any provision in this Agreement, neither Party shall be liable for any delay in performing its obligations under this Agreement where such delay is caused by Force Majeure (including without limitation any delay caused by any act or omission of the other Party).

15.2     The Party so delaying shall within 2 (two) Business Days promptly notify the other Party in writing of the reasons for the delay (and the likely duration of the delay) and the performance of such Party’s obligation shall be suspended during the period that the said circumstances persist and such shall be granted an extension of time for the performance taking into consideration the period of the delay.

15.3     Upon the occurrence of a Force Majeure event, the Parties shall consult and make every reasonable effort to mitigate the effect of the Force Majeure and agree to mutually acceptable course of action in order to alleviate its effects or agree upon such alternative arrangements as may be fair and reasonable.

15.4     The affected Party shall also notify the other Party within 2 (two) Business Days after the Force Majeure event ends. On cessation of the Force Majeure, the Parties shall resume performance of their obligations which were suspended during the subsistence of the Force Majeure event.

15.5     Each Party agrees that either Party may, if such delay continues for more than 30 (thirty) days terminate this Agreement forthwith by giving notice in writing to the other Party.

16.        Termination
16.1     Either Party to this Agreement may terminate this Agreement by giving at least 30 (Thirty) days prior written notice of its intention to terminate to the other Party.

16.2     In the event that either Party commits a breach of any of the provisions of this Agreement, the other Party shall, without prejudice to other rights and remedies available, have the right to terminate this Agreement by serving the defaulting Party a 15 (fifteen) days’ notice in writing, specifying the nature of the default and the intention to terminate, unless such default is cured by the defaulting Party within the 15 (fifteen) days of receiving the notice.

16.3     Termination of this Agreement shall not affect the indemnity, limitation of liability, governing law, intellectual property, data protection, obligations or restrictions in relation to Personal Data, confidentiality obligations, and dispute resolution clauses under this Agreement which shall survive the termination of this Agreement.

17.        Governing law
This Agreement and all matters arising from it (including non-contractual claims and disputes) and any dispute resolutions referred to below shall be governed by and construed in accordance with the Laws of the Federal Republic of Nigeria.

18.        Entire Agreement
This Agreement embodies the entire understanding and arrangement between the Parties in connection with the subject matter of the Agreement and neither Party is relying on any representations, promises, terms, conditions or obligations, oral or written, express or implied, other than those contained in this Agreement.

19.        Miscellaneous

19.1     The Parties shall be entitled to sign and transmit to one another an electronically signed version of this Agreement (whether physically or by electronic transmission), which signature shall be binding on the Parties as contained therein. Any Party providing an electronic signature agrees to promptly execute and deliver to the other Party an original signed Agreement upon request. Failure to deliver an original shall not affect the validity of this Agreement. The parties also agree that Clicking the Accept button is enough to bind them to this agreement.